BBMG Corporation — AGM Information 2017

Mar 29, 2017

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(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2009)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 17 MAY 2017

Number of H shares to which this form or proxy relates (note 1)

I/We (note 2) of (note 2) being the registered holder (s) of (note 3) H shares of RMB1.00 each in the share capital of BBMG Corporation* (the “ Company ”) , HEREBY APPOINT (note 4) of

or failing him, the Chairman of the Meeting as my/our proxy to attend and act for me/us at the Annual General Meeting (the “ Meeting ”) of the Company to be held at Conference Room 6, 22nd Floor, Tower D, Global Trade Center, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013, the People’s Republic of China on Wednesday, 17 May 2017 at 2:00 p.m. (or at any adjournment thereof) for the purpose of considering, and if thought fit, passing the resolutions set out in the notice convening the Meeting and to vote for me/us at the Meeting (or at any adjournment thereof) in respect of the resolutions as hereunder indicated; or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Meeting and/or at any adjournment thereof.

			ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (note 5)		AGAINST (note 5)	AGAINST (note 5)		ABSTAIN (note 5)	ABSTAIN (note 5)	ABSTAIN (note 5)	ABSTAIN (note 5)
	1.	To CoDe	mc	approve the report of the board of directors of thepany(the “Board”)for the year ended 31ember2016
				.
	2.	To Co	m	approve the report of the supervisory board of thepany for the year ended 31 December 2016.
	3.	To the
				approve the audited accounts of the Company foryear ended 31 December 2016.
	4.	To ye	ar	approve the proposal on profit distribution for the
				ended 31 December 2016.
	5.	To dirDe		approve the remuneration plan of the executive
			ec	ctors of the Company for the year ended 31ember 2016.
	6.	To approve (1) the audit fee of the Company for theyear ended 31 December 2016 in an amount ofRMB10,500,000; and (2) the appointment of Ernst &Young Hua Ming Certified Public Accountants as theindependent auditor of the Company for the yearending 31 December 2017 for a term ending on thedate of the annual general meeting of the Companyfor the year of 2017, and to authorize the Board toimplement the resolution.	approve (1) the audit fee of the Company for thear ended 31 December 2016 in an amount of	approve (1) the audit fee of the Company for the
	7.	To approve the proposal on authorization of theguarantee plan to be provided by the Company to itssubsidiaries in 2017.

* for identification purpose only

SPECIAL RESOLUTIONS

FOR [(note][5)] AGAINST [(note][5)] ABSTAIN [(note][5)]

1. To approve the granting of a general mandate to the Board to issue, allot and otherwise deal with (1) additional A Shares of the Company not exceeding 20% of the A Shares in issue; and (2) additional H Shares of the Company not exceeding 20% of the H Shares in issue, and to authorize the Board to make such corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment and issue of the new shares.

2. To approve the resolution on the issuance of mediumterm notes by the Company.

3. To approve the resolution on the issuance of super short-term notes by the Company.

4. To approve the resolution on the extension of validity period for the resolutions of the general meeting in relation to the issuance of corporate bonds by the Company.

Date:

2017 Signature (s) (note 6) :

Notes:

1. Please insert the number of shares of the Company registered in your name (s) to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, the form of proxy will be deemed to relate to all shares of the Company registered in your name (s) .

2. Please insert full name (s) (in Chinese and in English) and address (es) (as shown in the register of members) in BLOCK CAPITALS .

3. Please insert the number of shares of the Company registered in your name (s) .

4. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

5. Important: If you wish to vote for any resolution, please tick (“✔”) the relevant box marked “ FOR ”. If you wish to vote against any resolution, please tick (“✔”) the relevant box marked “ AGAINST ”. If you wish to abstain from voting on any resolution, please tick (“✔”) the relevant box marked “ ABSTAIN ”. Any shares voted as “abstain” or waiver to vote will be counted in the calculation of the required majority. Failure to tick any voting box of a resolution will entitle your proxy to cast your vote at his discretion in respect of that resolution. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation or institution, either under the common seal or under the hand of any director or attorney duly authorized in writing.

7. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

8. To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such authority, must be deposited at the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for holders of H shares as soon as possible and in any event not less than 24 hours before the time for holding of the Meeting or any adjournment thereof or appointed time for voting.

9. In the case of joint holding, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto; but if more than one such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder (s) , and for this purpose seniority shall be determined by the order in which the names stand in the register of member in respect of the joint holding.

10. Any alternation made to this form of proxy must be initialed by the person (s) who sign (s) it.

11. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you wish.

12. Shareholders or their proxies shall present proofs of identity when attending the Meeting.